General terms and conditions

1. Definitions

1.1. In these General Terms and Conditions the following terms shall have the following meanings:

Buyer: The counterparty of Berla. This party may be a purchaser of goods and/or a client, or be a counterparty of Berla by virtue of any other legal relationship.
Consumer: A Buyer who is a natural person and does not act in the exercise of a profession or business when purchasing goods and/or using services. These General Terms and Conditions apply solely to the legal relationship between Berla and a Consumer.
Business Buyer: A Buyer who is not a Consumer. The legal relationship between Berla and a Business Buyer is subject to the following
General Terms and Conditions Berla Business (berla.nl/algemene-voorwaarden-zakelijk/).
EU: The European Union, the Member States at the time of conclusion of the Agreement.
Written: This also includes by e-mail.
Berla: Berla BV
Performance: The item or service to be created and/or delivered by Berla.
Agreement: The agreement between Buyer and Berla regarding the Service.
To deliver: The legal delivery and/or completion of the Service.
Delivery: The actual making available of the Service to the Buyer.

1.2. Mandatory law or a written agreement made with the Buyer may indicate that a provision or part of a provision of this
The General Terms and Conditions do not apply. Mandatory law is the law from which the Buyer and Berla cannot deviate.

2. Extension of the protected persons third-party clause

These General Terms and Conditions have also been agreed for the benefit of legal entities affiliated with Berla, the (indirect) directors
and shareholders of Berla and its affiliated legal entities and for the benefit of all Berla and its affiliated legal entities
Employees, including third parties, may invoke these terms and conditions as if they were Berla.

3. Quotations and conclusion of agreement

3.1. A quotation from Berla is valid for 14 days. A quotation can be revoked at any time. Minor deviations that the Buyer must accept
mentions do not form part of the Agreement unless confirmed by Berla.

3.2. The Agreement between Berla and the Buyer will be concluded when Berla has confirmed the order to the Buyer in writing, or
at the moment when Berla has started to implement it.

4. Technical and other requirements for delivery area

4.1. Technical and other requirements that the Buyer sets for the Performance and that deviate from the requirements customary in Berla's industry in
Netherlands, must be explicitly reported in writing by the Buyer before concluding the Agreement and confirmed by Berla
confirmed in writing. Without confirmation, these requirements will not form part of the Agreement.

4.2. Onward delivery by the Buyer or a third party of Berla's Services outside the EU is prohibited pursuant to Article 17 (Liability).

5. Samples, models and examples

If Berla has shown or provided a model, sample or example (Example), this is presumed to have only been shown or provided
provided by way of indication: the Performance may deviate from the Example, unless otherwise agreed in writing.

6. Execution of the agreement

6.1. The Buyer shall provide Berla in a timely manner, before and during the performance of the Agreement, with all information and cooperation that Berla requires.
indicates that it is necessary and/or that the Buyer should reasonably understand is necessary for the performance
of the Agreement. If the Buyer provides information that proves to be incorrect or incomplete, this will be at the Buyer's own risk and expense.
If the correct information/cooperation is provided with a delay, the term for implementation or otherwise applicable to Berla will be extended.
delivery will be extended by the same period as the delay and Berla will have the right to suspend execution and/or charge the costs related to the
to recover delays from the Buyer.

6.2. Berla cannot be in default because Berla has assumed incorrect and/or incomplete information provided by the Buyer, unless this
inaccuracy or incompleteness was apparent to Berla.

6.3. If the Agreement is executed in phases, and if Berla so requests, the Buyer must submit the results of a preliminary
phase, approve it in writing and/or pay for it and Berla can suspend the execution of a subsequent phase until the Buyer has fulfilled this
obligations have been fulfilled. If Berla is required to produce a Performance for the Buyer, the production is always a separate phase.

6.4. All orders from the Buyer are accepted and executed exclusively by Berla. Articles 7:404 and 7:407, paragraph 2, of the Dutch Civil Code do not apply.
Berla determines by which person or persons, including third parties, the Agreement will be executed.
Berla will determine how and with what resources the Agreement will be executed. This will be done with the utmost consideration
with the reasonable wishes and instructions of the Buyer, provided that this is, in Berla's opinion, conducive to timely and correct
Performance of the Agreement. Berla will exercise due care in performing the Agreement.

7. Delivery and contract duration

7.1. Delivery of the Service will take place by making it available at Berla's warehouse (Ex Works). Delivered goods must be returned to Berla at
to comply with the agreement by law.

7.2. Transport of the Service to the Buyer will take place at the expense and risk of the Buyer. The Buyer may insure itself against these risks. If
If transport has been agreed upon at Berla's expense, the risk of transport and the costs of insurance are nevertheless for
Buyer's account.

7.3. The Buyer is obliged to accept the Service at the time it is offered to the Buyer. If the Buyer refuses Delivery
or fails to provide information or instructions necessary for Delivery, the Performance will be
transported and stored, at Berla or a third party, at the expense and risk of the Buyer.

7.4. Delivery times are always determined by Berla as an approximation, unless otherwise agreed in writing. Delivery times only commence
When all commercial and technical details have been agreed, all information, including final and approved
drawings and specifications are in the possession of Berla, the agreed (instalment) payment has been received and the other conditions have been met
for execution and/or Delivery has been paid.

7.5. In the event of delayed Delivery, the Buyer must always notify Berla in writing of the default and grant it a reasonable period of time to remedy the situation before default occurs.
occurs. If the Service is partly produced or purchased for/by Berla outside the EU or partly delivered outside the EU for the benefit of the Buyer,
If the EU must be Delivered, the reasonable recovery period is at least six weeks and in all other cases at least three weeks.

7.6. Berla is obliged to compensate the Buyer for any damage suffered from the moment Berla is in default with regard to timely performance.
Delivery in which Article 17 (Liability) applies in full. This right to compensation expires one year after Berla is in default.
touched.

7.7. Berla may Deliver the Service in parts, unless a partial delivery has no independent value. If Berla delivers the Service in parts
If the delivery is made on demand, Berla may invoice each part separately. If the delivery is to be made on demand, each call must be made no later than
take place within ten days after the agreed call-off date.

8. Changes to the items to be delivered

Berla is authorized to Deliver a Performance that deviates from what was agreed if it concerns changes in the Performance (including
packaging and accompanying documentation) required to comply with applicable government regulations, licensing requirements
or if it concerns minor changes to the Performance that represent an improvement.

9. Amendment of the agreement

9.1. If during the performance of the Agreement it appears that proper performance requires the performance of the
If the work is to be changed or supplemented, the parties will amend the Agreement accordingly in a timely manner and in mutual consultation.
to adjust.

9.2. If the parties agree that the Agreement will be amended or supplemented, the Delivery Time will be extended by the time Berla needs
due to the change or addition. Berla will notify the Buyer of this.

9.3. If the amendment or addition to the Agreement has financial and/or qualitative consequences, Berla will inform the Buyer about this in advance.
inform. If a fixed fee has been agreed, Berla will indicate to what extent the change or addition to the
Agreement results in an excess of the fixed fee.

10. Intellectual property (IP)

10.1. All documents provided by Berla, including examples, reports, advice, designs, sketches, drawings, software and
data carriers, are exclusively intended to be used by the Buyer in the context of the quotation and/or agreement and may
may not be reproduced, made public or brought to the attention of third parties by the Buyer without prior permission from Berla.
In the event of a violation of this provision, the Buyer will forfeit to Berla an immediately payable penalty of 20% of the purchase price, plus 1%
for each day that the violation continues, without prejudice to Berla's right to performance and full compensation.

10.2. Berla reserves the rights and powers to which it is entitled under its IP rights, including the Copyright Act.

10.3. Berla also reserves the right to use the knowledge acquired through the performance of the work for purposes other than
to use the Agreement in its performance, provided that no confidential information of the Buyer is disclosed to third parties.
charged.

10.4. The Buyer warrants to Berla that the instructions, information, designs and/or other documents provided by the Buyer to Berla are
not infringe the intellectual property rights of third parties and the Buyer indemnifies Berla against all claims from third parties in this regard. The Buyer is
obliged to compensate Berla for all damages suffered in this regard, including the full costs of defense.

11. Termination

If Berla terminates the Agreement due to default by the Buyer, it is presumed that Berla has not fulfilled the Performance (which may or may not have been completed in part)
and/or Delivered) cannot be liquidated and that the value of the Performance for Berla is nil, unless Buyer proves otherwise
where the Buyer proves a specific buyer and a specific value. If the Buyer provides the aforementioned counter-evidence, it is presumed that the
Berla's damages, or the net margin, are 40% of the purchase price, unless the Buyer proves otherwise. This is an agreement on evidence.

12. Security

12.1. Berla reserves the ownership of all items delivered and to be delivered by it to the Buyer with regard to claims concerning the
consideration for goods delivered and to be delivered by Berla to the Buyer under the agreement and under such
agreement also includes work performed and to be performed for the benefit of the Buyer, as well as with regard to claims due to
failure to comply with such agreements.

Berla also reserves a silent lien on all goods delivered and to be delivered by Berla to the Buyer. This lien extends to
security for the payment of everything Berla may claim from the Buyer at any time, on any grounds whatsoever. The Buyer grants
Berla a power of attorney, with the right of substitution, to do everything that is useful and necessary to establish and maintain
of this pledge.

12.2. Items delivered by Berla, which are subject to the retention of title pursuant to Article 12.1, may not be processed or used by the Buyer.
resold.

12.3. If the Buyer fails to fulfil its obligations towards Berla or if there is reasonable fear that the Buyer will not do so, Berla is entitled
delivered goods to which the retention of title referred to in Article 12.1 applies to the Buyer or third parties who hold the goods for the Buyer
to remove or have removed. The buyer is obliged to provide full cooperation in this regard under penalty of a fine of 10% of the
owed by the Buyer per day, with a maximum of twice the purchase price, without prejudice to Berla's right to demand performance and
to claim full damages.

12.4. The buyer is obliged to provide the goods delivered under Berla's retention of title with indications that these goods have been delivered
are through and therefore the property of Berla, failing which it is presumed that all items of the same type present at the Buyer are in
property belongs to Berla. This last point is a proof agreement.

12.5. At Berla's first request, the Buyer shall provide (additional) security for all existing and future claims of Berla on
Buyer, for whatever reason, so that Berla has and will have sufficient security on an ongoing basis. Customer provides the security that Berla
wishes, but is not required to provide Berla with more security than is reasonably necessary. The (additional) security may, for example,
consist of (advance) payment of the purchased item before (delivery).

13. Defects

13.1. The Buyer must examine the Performance upon Delivery or as soon as possible thereafter. The Buyer must inspect the Performance at least after
to determine whether the Performance complies with the agreement, such as: whether the Performance has actually been delivered; whether the Performance is in accordance with the agreement
quantity complies with the agreement; whether the Performance meets the agreed quality requirements or, if these are lacking
to the requirements that may be set for normal use and/or commercial purposes.

13.2. Defects in the Performance discovered pursuant to Article 13.1 must be reported to Berla in writing, with reasons, within 2 months of discovery by the Buyer.
report, under penalty of forfeiture of rights. If transport of the Service is carried out by third parties on behalf of Berla, the Buyer must notify Berla in a timely manner.
Complaints must be made in accordance with the applicable transport conditions, under penalty of forfeiture of rights.

13.3 If the Performance shows hidden defects, the Buyer must notify the Purchaser of these within 2 months of discovery and at the latest within 1 year and 2
months after Delivery in writing to Berla, under penalty of forfeiture of rights.

13.4. Any claim by the Buyer against Berla in respect of a defect in the Performance shall lapse as soon as the Buyer adjusts a Performance delivered by Berla.
and/or when the manual and/or instructions have not been followed. In that case, any existing suspicion that the Performance
did not correspond to the agreement. This provision shall only not apply if the Buyer proves that the defect about which the Buyer
complains, is not caused by or related to the aforementioned actions and/or omissions of the Buyer.

13.5. The Buyer must retain any items and (evidence) documents about which the complaint is made, so that Berla has a realistic opportunity to inspect them.

14. Price increase

14.1. If Berla agrees a specific fee with the Buyer, Berla is nevertheless entitled to an increase in cost-determining factors, which
after placing an order has occurred which cannot be attributed to Berla and where Berla was responsible for determining the
price did not have to be taken into account, to be passed on to the Buyer.

14.2. If a price increase: (I) takes place more than three months after the conclusion of the Agreement and before Delivery and more
amounts to more than 5% or (II) within three months after the conclusion of the Agreement and before Delivery takes place, then the Buyer
entitled to cancel the Agreement.

14.3. If the price was dependent on the costs to be incurred by Berla, the price owed by the Buyer will be the sum of: the costs incurred;
the work performed and; the profit that Berla would have made as a result of the Agreement.

14.4. Berla may always pass on increases in taxes, levies and exchange rates.

15. Payment

15.1. Berla's invoices must be paid by the Buyer within 14 days after the invoice date by bank transfer in Euro or in cash in
Euro at Berla's business address.

15.2. Payments made by the Buyer shall always first be deducted from all outstanding amounts, even if the Buyer states otherwise when making the payment.
interest and costs due, then on invoices due in respect of which the retention of title has already expired, and finally on
the invoices that have been outstanding the longest.

15.3. Berla is always entitled to offset anything it has to claim from the Buyer, whether or not due, against any
Buyer's counterclaim. Berla may only offset an unenforceable claim if: (I) the Buyer's counterclaim is seized
is made or otherwise recovery is sought; (II) a limited right is established on the Buyer's counterclaim; (III) the
Buyer's counterclaim is transferred to a third party; or (IV) bankruptcy or any (form of) insolvency proceedings or
Buyer's debt restructuring is requested or offered.

15.4. The Buyer shall owe Berla all legal costs incurred by Berla to obtain payment in all instances,
unless the Buyer demonstrates that these are unreasonably high.

16. Claims enforceability & suspension/termination

16.1. All claims of Berla against Buyer are immediately due and payable if one or more of the following events occur:
(I) If Buyer is in default with respect to any of its obligations towards Berla;
(II) If, after the conclusion of the Agreement, Berla becomes aware of circumstances that give good reason to fear that the Buyer
will not meet its obligations;
(III) If Buyer is in default with respect to his obligations towards his (home) bank;
(IV) If bankruptcy or any (form of) insolvency proceedings or judicial or extrajudicial debt restructuring of Buyer
is requested or offered and/or;
(V) If a substantial part of the goods are in the Buyer's possession and are owned by Berla,
goods of the Buyer or goods of the Buyer on which Berla has a security right are seized.

16.2. In the aforementioned cases, the Buyer will be in default and Berla will be entitled to suspend further performance of the Agreement,
to terminate or cancel the Agreement with immediate effect, without any judicial intervention being required
and without prejudice to Berla's right to claim damages.

17. Liability

17.1. Berla is insured up to a maximum amount of 2,5 million per claim and 5 million per year for damage suffered by a third party within
the EU has arisen as a result of actions and/or omissions by Berla and/or as a result of matters for which Berla is liable, provided that this damage falls within the
EU to be continued.

17.2. Any right of Buyer against Berla to compensation as a result of an Event, which also includes a series of related
events are considered one Event, is limited to the amount of the payment made by Berla's insurer in this regard
plus the applicable deductible.

If there is no insurance, the insurance does not provide cover for the Event or the insurer does not make a payment,
any right to compensation of the Buyer against Berla is limited to a maximum of the invoice value of the Service during the period in which
the Event occurred, unless the Event is the result of or relates to an individually invoiced Service or a
individualizable part thereof, in which case compensation is limited to a maximum of the invoice value thereof.

17.3. The Buyer will never be eligible for compensation:
– consequential damage, including, for example, stagnation damage, lost savings and travel and accommodation costs;
– damage caused by intent or deliberate recklessness of assistants or persons within the Berla organization who
not be charged with the management of her business;

17.4. The above limitations also apply to Berla's unlawful acts and any warranties given by Berla, whether implied or not.
The above limitations do not apply in the event of damage to the Buyer resulting from death or bodily injury, or if the damage is attributable to
intent or conscious recklessness on the part of Berla or of persons charged with the management of its company.

17.5. Berla is authorized to accept any liability limitations of third parties on behalf of the Buyer. Any liability for
shortcomings of these third parties are limited to the amount that Berla has recovered from these third parties.

17.6. Any legal claim of the Buyer against Berla will expire one year after the Buyer became aware of it and/or its legal claim against Berla
Berla could make his case.

18. Force Majeure

18.1. Force majeure means a shortcoming of Berla that is (partly) caused by circumstances beyond Berla's control.
can be attributed and were not foreseeable.

These circumstances include in any case:
(I) stagnation at third parties such as (sea) carriers and customs on which Berla is dependent;
(II) the weather;
(III) strikes and work stoppages;
(IV) closure by order of the government;
(V) major and minor molestation;
(VI) natural disasters such as earthquakes;
(VII) terrorism;
(VIII) fire;
(IX) loss or theft;
(X) a general shortage of the necessary raw materials and/or other items required to produce the Performance or
services;
(XI) blockades of roads, waterways and ports;
(XII) import or trade restrictions and;
(XIII) cybercrime.

18.2. Berla also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Berla
should have fulfilled its commitment.

18.3. During force majeure, Berla's delivery and other obligations will be suspended. If the period in which performance is not possible due to force majeure
If Berla is unable to fulfil its obligations, this will take longer than 10 working days, then both parties are entitled to terminate the Agreement.
dissolve without the parties being liable to pay any compensation to each other in that case.

18.4. If Berla has already partially Delivered its Performance at the time the force majeure occurs, or can only partially Deliver that Performance,
is entitled to invoice the part already Delivered or the Deliverable part separately and the Buyer is obliged to pay this invoice as if
it concerned a separate Agreement. However, this does not apply if the part already Delivered or Deliverable does not have an independent value
has, which must be proven by the Buyer.

19. Applicable law and competent court

19.1. Dutch law applies to the legal relationship between Berla and the Buyer.

19.2. Only the Dutch court has jurisdiction to hear any disputes between the Buyer and Berla. The court for Breda
has exclusive jurisdiction, except for the applicability of Article 93 of the Dutch Code of Civil Procedure. However, Berla remains entitled to summon the Buyer before the competent court.
of the Buyer's place of residence.

19.3. The Buyer has the right to choose the forum of the case within one month after Berla has invoked the forum choice in Article 19.2 in writing.
settlement of a dispute by the court having jurisdiction according to law.